EXHIBIT 10.22 ================================================================= =============== THREE YEAR CREDIT AGREEMENT DATED AS OF SEPTEMBER 27, 2002Credit Agreement • May 27th, 2003 • Hewitt Associates Inc • Services-management consulting services • Illinois
50,000,000 7.45% Senior Notes due May 30, 2008Note Purchase Agreement • May 27th, 2003 • Hewitt Associates Inc • Services-management consulting services • Illinois
Exhibit 1.1 Hewitt Associates, Inc. [ ] Shares of Class A Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • July 28th, 2003 • Hewitt Associates Inc • Services-management consulting services • New York
by and amongStockholders' Agreement • July 28th, 2003 • Hewitt Associates Inc • Services-management consulting services • Delaware
Exhibit 10.19 LEASE AGREEMENT Landlord: HEWITT PROPERTIES I LLC Tenant: HEWITT ASSOCIATES LLC as of October 1, 1997 TABLE OF CONTENTSLease Agreement • June 24th, 2002 • Hewitt Associates Inc • Services-management consulting services • Illinois
RECITALSRegistration Rights Agreement • June 4th, 2002 • Hewitt Associates Inc • Services-management consulting services • Illinois
OFFICE LEASE BETWEENOffice Lease • May 27th, 2003 • Hewitt Associates Inc • Services-management consulting services
Exhibit 10.19 LEASE AGREEMENT Landlord: HEWITT PROPERTIES I LLC Tenant: HEWITT ASSOCIATES LLC as of October 1, 1997 TABLE OF CONTENTSLease Agreement • May 27th, 2003 • Hewitt Associates Inc • Services-management consulting services • Illinois
EXHIBIT 10.22 ================================================================= =============== THREE YEAR CREDIT AGREEMENT DATED AS OF SEPTEMBER 27, 2002Credit Agreement • November 22nd, 2002 • Hewitt Associates Inc • Services-management consulting services • Illinois
AMONG364-Day Credit Agreement • May 27th, 2003 • Hewitt Associates Inc • Services-management consulting services • Illinois
WITNESSETHDistribution Agreement • May 27th, 2003 • Hewitt Associates Inc • Services-management consulting services • Illinois
RECITALSRegistration Rights Agreement • July 28th, 2003 • Hewitt Associates Inc • Services-management consulting services • Illinois
Exhibit 10.27 LEASE AGREEMENT ORLANDO, ORANGE COUNTY, FLORIDA PROPERTY Landlord: HEWITT PROPERTIES IV LLC Tenant: HEWITT ASSOCIATES LLC as of April 22, 1999 TABLE OF CONTENTS 1. Initial Development.....................................................1...Lease Agreement • May 27th, 2003 • Hewitt Associates Inc • Services-management consulting services • Illinois
Exhibit 1.1 Hewitt Associates, Inc. [.] Shares of Class A Common Stock, par value $0.01 per share Form of Underwriting Agreement ------------------------------Underwriting Agreement • June 4th, 2002 • Hewitt Associates Inc • Services-management consulting services • New York
WITNESSETH:Transfer Restriction Agreement • June 10th, 2002 • Hewitt Associates Inc • Services-management consulting services • Delaware
EXULT, INC., ISSUER AND BANK ONE TRUST COMPANY, N.A., TRUSTEEIndenture • October 6th, 2004 • Hewitt Associates Inc • Services-management consulting services • New York
INDENTURE, dated as of September 30, 2003, between EXULT, INC., a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at 121 Innovation Drive, Suite 200, Irvine, California 92612 (herein called the “Company”), and BANK ONE TRUST COMPANY, N.A., a national banking association organized under the laws of the United States, as Trustee hereunder (herein called the “Trustee”).
SUPPLEMENTAL NOTE PURCHASE AGREEMENT (SERIES E)Supplemental Note Purchase Agreement • May 27th, 2003 • Hewitt Associates Inc • Services-management consulting services
WITNESSETHDistribution Agreement • June 4th, 2002 • Hewitt Associates Inc • Services-management consulting services • Illinois
Exhibit 10.13 $100,000,000 Revolving and Term Credit Agreement By and AmongRevolving and Term Credit Agreement • May 27th, 2003 • Hewitt Associates Inc • Services-management consulting services • Illinois
FIRST AMENDMENT TO LEASE AGREEMENT [4OP Phase I, Illinois]Lease Agreement • May 25th, 2005 • Hewitt Associates Inc • Services-management consulting services • Illinois
THIS FIRST AMENDMENT TO LEASE AGREEMENT (“First Amendment”) is made this 20th day of May, 2005 (“Effective Date”), by and between HEWITT PROPERTIES I LLC, an Illinois limited liability company (“Landlord”), and HEWITT ASSOCIATES LLC, an Illinois limited liability company (“Tenant”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • July 13th, 2004 • Hewitt Associates Inc • Services-management consulting services • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 15, 2004 (this “Agreement”), by and among Exult, Inc., a Delaware corporation (the “Company”), Hewitt Associates, Inc., a Delaware corporation (“Parent”), and Eagle Merger Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”).
ContractStockholders Agreement • July 13th, 2004 • Hewitt Associates Inc • Services-management consulting services • Illinois
STOCKHOLDERS AGREEMENT, entered into on the dates indicated below, effective as of June 15, 2004 (the “Agreement”), by and among Hewitt Associates, Inc., a Delaware corporation (“Parent”) and the Person signing under the heading “Other Stockholder” on the signature page hereto (the “Stockholder”).
Exhibit 10.13 $100,000,000 Revolving and Term Credit Agreement By and AmongRevolving and Term Credit Agreement • June 4th, 2002 • Hewitt Associates Inc • Services-management consulting services • Illinois
AGREEMENT AND PLAN OF MERGER Among AON CORPORATION, ALPS MERGER CORP., ALPS MERGER LLC And HEWITT ASSOCIATES, INC. Dated as of July 11, 2010Merger Agreement • July 12th, 2010 • Hewitt Associates Inc • Services-management consulting services • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of July 11, 2010, among Aon Corporation, a Delaware corporation (“Parent”), Alps Merger Corp., a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Parent, Alps Merger LLC, a Delaware limited liability company (“Merger LLC”) and a wholly owned subsidiary of Parent, and Hewitt Associates, Inc., a Delaware corporation (the “Company”).
CREDIT AGREEMENT Dated as of October 9, 2009 among HEWITT ASSOCIATES L.L.C., as Borrower, HEWITT ASSOCIATES, INC., as a Guarantor, THE LENDERS PARTY HERETO, BANK OF MONTREAL, as Co-Lead Arranger U.S. BANK NATIONAL ASSOCIATION, as Co- Lead Arranger and...Credit Agreement • October 16th, 2009 • Hewitt Associates Inc • Services-management consulting services • New York
This Credit Agreement is entered into as of October 9, 2009, by and among Hewitt Associates L.L.C., an Illinois limited liability company (the “Borrower”), Hewitt Associates, Inc. a Delaware corporation (“HAI”), as Guarantor, the several financial institutions from time to time party to this Agreement, as Lenders, Bank of Montreal (“BMO”), as Co-Lead Arranger, U.S. Bank National Association (“U.S. Bank”), as Co-Lead Arranger, and JPMorgan Chase Bank, N.A., as Administrative Agent as provided herein. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 1.1 hereof.
ARTICLE II REPRESENTATIONS AND WARRANTIES OF HOLDINGSOwnership Interest Transfer Agreement • May 27th, 2003 • Hewitt Associates Inc • Services-management consulting services • Illinois
ContractStockholders Agreement • June 18th, 2004 • Hewitt Associates Inc • Services-management consulting services • Delaware
STOCKHOLDERS AGREEMENT, dated as of June 15, 2004 (the "Agreement"), by and among Hewitt Associates, Inc., a Delaware corporation ("Parent"), General Atlantic Partners 54, L.P., a Delaware limited partnership ("GA"), General Atlantic Partners 57, L.P., a Delaware limited partnership ("GA 1"), General Atlantic Partners 60, L.P., a Delaware limited partnership ("GA 2"), GAP Coinvestment Partners, L.P., a New York limited partnership ("GA 3") and GAP Coinvestment Partners II, L.P., a Delaware limited partnership ("GA 4," and together with GA, GA 1, GA 2 and GA 3, collectively, "GAP" or the "Stockholders").
Hewitt FY2007 Performance Share Program Award Agreement Name Hewitt ID Segment LocationPerformance Share Program Award Agreement • May 9th, 2007 • Hewitt Associates Inc • Services-management consulting services • Illinois
Congratulations on your selection as a Participant in the Performance Share Program (“Program”) which is governed by the Hewitt Associates, Inc. 2002 Global Stock and Incentive Compensation Plan (the “Plan”). This Award Agreement and the Plan together govern your rights under the Program and set forth all of the conditions and limitations affecting such rights. Terms used in this Award Agreement that are defined in the Plan shall have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms of this Award Agreement. For purposes of this Agreement, “Hewitt” means the Company, its Affiliates, and/or its Subsidiaries.
QuickLinks -- Click here to rapidly navigate through this documentParent Stockholders Support Agreement • June 18th, 2004 • Hewitt Associates Inc • Services-management consulting services • Delaware
PARENT STOCKHOLDERS SUPPORT AGREEMENT, dated as of June 15, 2004 (the "Agreement"), by and among Exult, Inc., a Delaware corporation (the "Company"), and the Persons signing under the heading "Stockholders" on the signature page hereto (the "Stockholders").
Restricted Stock Award AgreementRestricted Stock Award Agreement • November 18th, 2005 • Hewitt Associates Inc • Services-management consulting services • Illinois
Congratulations on your selection as a Participant in the Hewitt Associates, Inc. Global Stock and Incentive Compensation Plan (the “Plan”). This Award Agreement and the Plan together govern your rights under the Plan and set forth all of the conditions and limitations affecting such rights. Capitalized terms used in this Award Agreement shall have the meanings ascribed to them in the Plan or in this Award Agreement. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms of this Award Agreement. For purposes of this Agreement, “Hewitt” means the Company, its Affiliates, and/or its Subsidiaries.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • October 6th, 2004 • Hewitt Associates Inc • Services-management consulting services • New York
WHEREAS, on the date hereof Exult and Hewitt consummated the merger contemplated by the Agreement and Plan of Merger dated as of June 15, 2004, by and among Exult, Hewitt and Eagle Merger Corp., a wholly owned subsidiary of Hewitt, pursuant to which Exult became a wholly owned subsidiary of Hewitt;
Hewitt Associates, Inc. Annual Retainer2009 Deferral Election Agreement • February 9th, 2009 • Hewitt Associates Inc • Services-management consulting services • Illinois
• The settlement of any vested DSUs will commence upon termination or retirement from the Board, in the manner you select below.
FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVERCredit Agreement • August 14th, 2006 • Hewitt Associates Inc • Services-management consulting services • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this “Amendment”), dated as of August 11, 2006, is by and among HEWITT ASSOCIATES L.L.C., an Illinois limited liability company (the “Borrower”), HEWITT ASSOCIATES, INC., a Delaware corporation (“HAI”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders (defined below) under the Credit Agreement (defined below) (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement, as amended hereby.
HEWITT ASSOCIATES L.L.C. 6.57% Series F Senior Notes due August 21, 2015 6.98% Series G Senior Notes due August 21, 2018 NOTE PURCHASE AGREEMENT Guarantied by Hewitt Associates, Inc. Dated August 21, 2008Note Purchase Agreement • August 22nd, 2008 • Hewitt Associates Inc • Services-management consulting services • New York
Each of Hewitt Associates L.L.C., a limited liability company organized under the laws of Illinois (the “Company”), and Hewitt Associates, Inc., a Delaware corporation (the “Guarantor”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 7th, 2008 • Hewitt Associates Inc • Services-management consulting services • New York
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of July 30, 2008, is by and among HEWITT ASSOCIATES L.L.C., an Illinois limited liability company (the “Borrower”), HEWITT ASSOCIATES, INC., a Delaware corporation (“HAI”), WACHOVIA BANK, NATIONAL ASSOCIATION, individually (in such capacity, “Wachovia”) and as the resigning administrative agent (in such capacity, the “Resigning Administrative Agent”) under the Credit Agreement (defined below), JPMORGAN CHASE BANK, N.A., individually (in such capacity, “JPMCB”) and as the successor administrative agent (in such capacity, the “Successor Administrative Agent”) under the Credit Agreement (defined below), and the Lenders (as defined below) signatory hereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement (defined below), as amended hereby.
